<PAGE>

                                SUB-SUBLEASE AGREEMENT


    THIS SUB-SUBLEASE ("Sub-Sublease"), dated as of the 22nd day of August,
1997, for reference purposes only, between Retix, a California corporation,
having an office at  California 90404 ("Sub-Sublessor"), and TSN, L.L.C., a
California Limited Liability Company, having an office at 340 Golden Shore
Avenue, Long Beach, California  90802 ("Sub-Subtenant").

                                 W I T N E S S E T H:

    1.   DEMISE AND TERM.  

    1.1  DEMISE.  Sub-Sublessor hereby leases to Sub-Subtenant, and 
Sub-Subtenant hereby hires from Sub-Sublessor, certain office space located 
on the 5th floor in the building known as 4640 Admiralty Way, Marina Del Rey, 
California 90292 (the "Building"), as shown hatched on the plan attached 
hereto as EXHIBIT A-1 (the "Sub-Subleased Premises"), containing 
approximately 8,282 rentable square feet, which Sub-Subleased Premises are 
leased under the Main Lease (as hereinafter defined) to Value Behavioral 
Health of California, Inc., a California corporation, formerly known as 
American PsychManagement of California, Inc. ("Sublessor"). In addition, 
Sub-Sublessor agrees to allow Sub-Subtenant to use the existing furniture 
systems and filing cabinets (collectively, the "Furniture") currently located 
in the Sub-Subleased Premises during the Sub-Sublease term; Sub-Sublessor 
makes no representation or warranty whatsoever with respect thereto, such use 
to be without charge and on an "as-is" basis. Prior to the Commencement Date, 
as defined below, the parties shall agree on a Furniture inventory and append 
the same hereto as EXHIBIT A-2. Sub-Subtenant shall not remove any of the 
Furniture from the Sub-Subleased Premises and shall surrender the Furniture 
on the expiration of the Sub-Sublease term or earlier termination hereof in 
the same condition as existed on the Commencement Date, reasonable wear and 
tear excepted.

    1.2  TERM.  The term of this Sub-Sublease shall be for the period (i) 
commencing on the later of (a) the date that the consents referred to in 
Section 24 of this Sub-Sublease has been obtained, or (b) September 6, 1997 
(the "Commencement Date"), and (ii) ending on October 31, 1999, unless sooner 
terminated as herein provided.  Notwithstanding the foregoing, if the 
Commencement Date does not occur on or before September 1, 1997, 
Sub-Sublessor shall not be subject to any liability on account of said 
failure to deliver, nor shall such failure affect the validity of this 
Sub-Sublease or the obligations of Sub-Subtenant hereunder or extend the term 
hereof, but in such event, Sub-Subtenant shall not be obligated to pay rent 
for the Sub-Subleased Premises until possession of the Sub-Subleased Premises 
is tendered to Sub-Subtenant, provided that the delay is not attributable to 
Sub-Subtenant. If possession of the Sub-Subleased Premises is delayed as a 
result of any act or omission of Sub-Subtenant, its agents, employees or 
contractors, Sub-Sublessor shall be deemed to have delivered possession of 
the Sub-Subleased Premises as of the Commencement Date or such later date as 
Sub-Sublessor would have delivered possession if no Sub-Subtenant delay or 
delays had occurred.


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    2.   SUBORDINATE TO MAIN LEASE AND SUBLEASE.  This Sub-Sublease is and 
shall be subject and subordinate to (a) the office space Lease dated as of 
April 2, 1993, as amended (such Lease, as so amended, herein called the "Main 
Lease") between Marina Airport Buildings, Ltd., a California limited 
partnership, as landlord, and Sublessor (under its former name of American 
PsychManagement of California, Inc.), as tenant, (b) the Sublease Agreement 
dated as of May 29, 1996 (such Sublease herein called the "Sublease") between 
Sublessor and Sub-Sublessor, as subtenant, and (c) the matters to which the 
Main Lease and the Sublease are or shall be subject and subordinate.

    3.   INCORPORATION BY REFERENCE.  

    3.1  MAIN LEASE.  The terms, covenants and conditions of the Main Lease 
are incorporated herein by reference so that, except to the extent that they 
are inapplicable or modified by the provisions of this Sub-Sublease for the 
purpose of incorporation by reference, each and every term, covenant and 
condition of the Main Lease binding or inuring to the benefit of the landlord 
thereunder shall, in respect of this Sub-Sublease, bind or inure to the 
benefit of Sub-Sublessor, and each and every term, covenant and condition of 
the Main Lease binding or inuring to the benefit of the tenant thereunder 
shall, in respect of this Sub-Sublease, bind or inure to the benefit of 
Sub-Subtenant, with the same force and effect as if such terms, covenants and 
conditions were completely set forth in this Sub-Sublease, and as if the 
words "Landlord" and "Tenant," or words of similar import, wherever the same 
appear in the Main Lease, were construed to mean, respectively, 
"Sub-Sublessor" and "Sub-Subtenant" in this Sub-Sublease, and as if the word 
"Premises," or words of similar import, wherever the same appear in the Main 
Lease, were construed to mean "Sub-Subleased Premises" in this Sub-Sublease, 
and as if the word "Lease," or words of similar import, wherever the same 
appear in the Main Lease, were construed to mean this "Sub-Sublease."  
Sub-Subtenant shall not be required to pay any rent or additional rent due 
under the Main Lease, except that Sub-Subtenant shall pay for any special 
services or requirements of Sub-Subtenant, including, without limitation, 
overtime air conditioning, extra cleaning, extra elevator use, and extra 
water use.  Sub-Subtenant shall have the right to request such special 
services or requirements of Sub-Subtenant, including, without limitation, 
overtime air conditioning, extra cleaning, extra elevator use, and extra 
water use.  Sub-Subtenant shall have the right to request such special 
services or requirements directly from the landlord under the Main Lease.  
The time limits contained in the Main Lease for the giving of notices, making 
of demands or performing of any act, condition or covenant on the part of the 
tenant thereunder, or for the exercise by the tenant thereunder of any right, 
remedy or option, are changed for the purposes of incorporation herein by 
reference by shortening the same in each instance by two (2) days, so that in 
each instance (other than for the times of performance set forth in Article 
36 of the Main Lease) Sub-Subtenant shall have two (2) days less time to 
observe or perform hereunder than the Tenant under the Main Lease.  
Notwithstanding the foregoing, the following articles or sections of the Main 
Lease shall be deemed deleted for the purpose of incorporation by reference 
in this Sub-Sublease:  Sections 1.1(a), (b), (e), (f), (h), (i) and (k);  
Article 2; the words "together with any monthly installments of 'Operating 
Expense Rent' and 'Capital Expenditure Rent'" in Section 3.1; Article 4; 
Article 5; Article 6; Article 7; the first sentence 


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of Section 12.1; the words "provided, however, that Tenant shall not be 
required to demolish or remove any Leasehold Improvements" in Section 12.2; 
Article 17; Article 25; the first sentence of Section Article 36; Article 37; 
Article 38; Article 39; Article 41; Article 42; Addendum to Article 3 Section 
3.8; Addendum to Articles 4, 5 and 6; Addendum to Article 10; Addendum to 
Article 23; Addendum to Article 34; Broker Registration Agreement; Addendum 
No. 1; Addendum No. 2; Exhibit I; and the Guaranty. Any non-liability, 
release, indemnity or hold harmless provision in the Main Lease for the 
benefit of the landlord under the Main Lease, that is incorporated herein by 
reference, shall be deemed to inure to the benefit of Sub-Sublessor, 
Sublessor and the landlord under the Main Lease, for the purpose of 
incorporation by reference in this Sub-Sublease. Any right of the landlord 
under the Main Lease of access or inspection and any right of the landlord 
under the Main Lease to do work in the premises under the Main Lease or in 
the Building and any right of the landlord under the Main Lease in respect of 
rules and regulations shall be deemed to inure to the benefit of 
Sub-Sublessor, Sublessor and the landlord under the Main Lease, for the 
purpose of incorporation by reference in this Sub-Sublease. If any of the 
express provisions of this Sub-Sublease shall conflict with any of the 
provisions incorporated by reference, such conflict shall be resolved in 
every instance in favor of the express provisions of this Sub-Sublease.

    3.2  SUBLEASE.     The terms, covenants and conditions of the Sublease 
are incorporated herein by reference so that, except to the extent that they 
are inapplicable or modified by the provisions of this Sub-Sublease for the 
purpose of incorporation by reference, each and every term, covenant and 
condition of the Sublease binding or inuring to the benefit of the Sublessor 
thereunder shall, in respect of this Sub-Sublease, bind or inure to the 
benefit of Sub-Sublessor, and each and every term, covenant and condition of 
the Sublease binding or inuring to the benefit of the subtenant thereunder 
shall, in respect of this Sub-Sublease, bind or inure to the benefit of 
Sub-Subtenant, with the same force and effect as if such terms, covenants and 
conditions were completely set forth in this Sub-Sublease, and as if the 
words "Sublessor" and "Subtenant," or words of similar import, wherever the 
same appear in the Sublease, were construed to mean, respectively, 
"Sub-Sublessor" and "Sub-Subtenant" in this Sub-Sublease, and as if the word 
"Subleased  Premises," or words of similar import, wherever the same appear 
in the, were construed to mean "Sub-Subleased Premises" in this Sub-Sublease, 
and as if the word "Sublease," or words of similar import, wherever the same 
appear in the Sublease, were construed to mean this "Sub-Sublease."  
Sub-Subtenant shall not be required to pay any rent or additional rent due 
under the Sublease, except that Sub-Subtenant shall pay for any special 
services or requirements of Sub-Subtenant, including, without limitation, 
overtime air conditioning, extra cleaning, extra elevator use, and extra 
water use.  Sub-Subtenant shall have the right to request such special 
services or requirements of Sub-Subtenant, including, without limitation, 
overtime air conditioning, extra cleaning, extra elevator use, and extra 
water use.  Sub-Subtenant shall have the right to request such special 
services or requirements directly from the landlord under the Main Lease.  
Notwithstanding the foregoing, the following sections of the Sublease shall 
be deemed deleted for the purpose of incorporation by reference in this 
Sub-Sublease: Sections 1, 2, 3, 7, 8, 9, 10, 12, 19, 21, 29, 31, 32, and 33.


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    4.   PERFORMANCE BY SUB-SUBLESSOR.  Any obligation of Sub-Sublessor which 
is contained in this Sub-Sublease by the incorporation by reference of the 
provisions of the Main Lease shall be observed or performed by Sub-Sublessor 
using reasonable efforts to cause the Sublessor under the Sublease to observe 
and/or perform the same, and Sub-Sublessor shall have a reasonable time to 
enforce its rights to cause such observance or performance.  Sub-Sublessor 
shall not be required to furnish, supply or install anything under any 
article of the Main Lease.  Sub-Subtenant shall not in any event have any 
rights in respect of the Sub-Subleased Premises greater than Sub-Sublessor's 
rights under the Sublease, and notwithstanding any provision to the contrary, 
as to obligations that pertain to the Sub-Subleased Premises and are 
contained in this Sub-Sublease by the incorporation by reference of the 
provisions of the Main Lease and the Sublease, Sub-Sublessor shall not be 
required to make any payment or perform any obligation, and Sub-Sublessor 
shall have no liability to Sub-Subtenant for any matter whatsoever, except 
for Sub-Sublessor's obligation to pay the rent and additional rent due under 
the Sublease and for Sub-Sublessor's obligation to use reasonable efforts, 
upon request of Sub-Subtenant, to cause the Sublessor under the Sublease to 
observe and/or perform its obligations under the Sublease.  If Sub-Sublessor 
fails, after using reasonable efforts, to cause the Sublessor under the 
Sublease to observe and/or perform its obligation under the Sublease, 
Sub-Subtenant shall have the right, upon notice to Sub-Sublessor, to bring an 
action in Sub-Sublessor's name, to accomplish such purpose.  Sub-Sublessor 
shall not be responsible for any failure or interruption, for any reason 
whatsoever, of the services or facilities that may be appurtenant to or 
supplied at the Building by the landlord under the Main Lease or by Sublessor 
or otherwise, including, without limitation, heat, air conditioning, water, 
electricity, elevator service and cleaning service, if any; and no failure to 
furnish, or interruption of, any such services or facilities shall give rise 
to any liability on the part of Sub-Sublessor except to the extent caused by 
Sub-Sublessor's failure to use reasonable efforts to cause Sublessor to 
perform such obligations under the Sublease.

    5.   NO BREACH OF MAIN LEASE OR SUBLEASE.  Sub-Subtenant shall not do or
permit to be done any act or thing which may constitute a breach or violation of
any term, covenant or condition of the Main Lease by the Sublessor or the
Sublease, whether or not such act or thing is permitted under the provisions of
this Sub-Sublease.  Sub-Sublessor shall perform its obligations under the
Sublease except to the extent Sub-Subtenant is obligated herein to perform same.

    6.   NO PRIVITY OF ESTATE.  Nothing containing in this Sub-Sublease shall
be construed to create privity or estate or of contract between Sub-Subtenant
and the landlord under the Main Lease or between Sublessor and Sub-Subtenant.

    7.   INDEMNITY.  Sub-Subtenant shall indemnify, protect, defend with
counsel reasonably acceptable to Sub-Sublessor and hold harmless Sub-Sublessor,
Sublessor  and the landlord under the Main Lease (collectively, the
"Indemnitees") from and against all losses, costs, damages, expenses and
liabilities, including, without limitation, reasonable attorneys' fees, which
the Indemnitees or any of them may incur or pay out by reason of (a) any
accidents, damages or injuries to persons or property occurring in, on or about
the Sub-



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Subleased Premises, (b) any breach or default hereunder on Sub-Subtenant's 
part, (c) the enforcement of Sub-Sublessor's rights under this Section or any 
other section of this Sub-Sublease, (d) any work done after the date hereof 
in or to the Sub-Subleased Premises except if done by Sub-Sublessor, (e) the 
negligence or willful misconduct on the part of Sub-Subtenant and/or its 
officers, employees, agents, contractors and/or invitees, or any person 
claiming through or under Sub-Subtenant, (f) with respect to Sub-Sublessor 
only, any action brought by Sub-Subtenant against the Sublessor under the 
Sublease pursuant to Sections 4 and 14 of this Sub-Sublease, or (g) the 
existence of any hazardous substances (as defined in the Main Lease) which 
are proven to have been present in or about the Sub-Subleased Premises only 
after the Commencement Date which resulted from Sub-Subtenant's storage, use 
or disposal of hazardous substances in or about the Sub-Subleased Premises, 
or the storage, use or disposal of Sub-Subtenant's agents, employees, 
contractors or invitees.

    Sub-Sublessor shall indemnify, protect, defend with counsel reasonably 
acceptable to Sub-Subtenant and hold harmless Sub-Subtenant from and against 
all losses, costs, damages, expenses and liabilities, including without 
limitation, reasonable attorney's fees, which Sub-Subtenant may incur or pay 
out by reason of (a) any accidents, damages or injuries to persons or 
property occurring in, on or about the Sub-Subleased Premises if the same 
shall have been caused by Sub-Sublessor's negligence or willful misconduct, 
or that of its agents, employees, contractors or invitees, (b) any breach or 
default hereunder or under the Sublease on Sub-Sublessor's part, (c) the 
enforcement of Sub-Subtenant's rights under this Section or any other section 
of this Sub-Sublease, (d) any negligence or willful misconduct on the part of 
Sub-Sublessor and/or its officers, employees, agents or contractors, or (e) 
the existence of any hazardous substances which are proven to have been 
present in or about the Sub-Subleased Premises prior to the Commencement Date 
which resulted from Sub-Sublessor's storage, use or disposal of hazardous 
substances in or about the Sub-Subleased Premises, or the storage, use or 
disposal of Sub-Sublessor's agents, employees, contractors or invitees.

    8.   BASIC RENT.  From and after the Commencement Date, Sub-Subtenant shall
pay without deduction or offset, monthly basic rent ("Basic Rent") in the
following amounts:

    MONTH                    BASIC RENT
    -----                    ----------

    1-13                (Retix proprietary information withdrawn)
    14-26               (Retix proprietary information withdrawn)

Basic Rent shall be payable in advance on the first day of each month during 
the term of this Sub-Sublease in lawful money of the United States at the 
address of Sub-Sublessor set forth at the head of this Sub-Sublease or to 
such other person and/or at such other address as Sub-Sublessor may from time 
to time designate by notice to Sub-Subtenant.  Payment of first month's rent 
shall be paid to Sub-Sublessor concurrently with the execution of this 
Sub-Sublease by Sub-Subtenant; such rent payment shall be applied to Basic 
Rent owing after the expiration of the "free rent" period described in the 
last sentence of this paragraph. No payment by Sub-Subtenant or receipt by 
Sub-Sublessor of any lesser amount than the amount 

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<PAGE>

stipulated to be paid hereunder shall be deemed other than on account of the 
earliest stipulated Basic Rent; nor shall any endorsement or statement on any 
check or letter be deemed an accord and satisfaction, and Sub-Sublessor may 
accept any check or payment without prejudice to Sub-Sublessor's right to 
recover the balance due or to pursue any other remedy available to 
Sub-Sublessor.  Any provision in the Main Lease referring to basic rent 
incorporated herein by reference shall be deemed to refer to the Basic Rent 
due under this Sub-Sublease.  Notwithstanding the foregoing, Sub-Subtenant 
shall have no obligation to pay Basic Rent to Sub-Sublessor for the period 
commencing on the Commencement Date and continuing for fourteen (14) days 
thereafter, for a total of fifteen (15) days of "free rent".

    9.   SECURITY DEPOSIT.  Concurrently with the execution of this 
Sub-Sublease, Sub-Subtenant shall deposit with Sub-Sublessor the amount of 
(Retix proprietary information withdrawn) (the "Security Deposit").  
Sub-Sublessor shall not be required to pay interest on the Security Deposit 
or keep the Security Deposit separate from its general funds.  Upon any 
Default by Sub-Subtenant, Sub-Sublessor may use the Security Deposit to the 
extent necessary to make good any arrears of sums payable by Sub-Subtenant 
under this Sub-Sublease, or to compensate Sub-Sublessor for any damage, 
injury, expense or liability caused by Sub-Subtenant's Default.  If any 
portion of the Security Deposit is so used or applied, Sub-Sublessor shall, 
within ten (10) days after receipt of written demand therefor, deposit a 
certified or bank cashier's check with Sub-Sublessor in an amount sufficient 
to restore the Security Deposit to its amount immediately preceding such use 
or application of funds and Sub-Subtenant's failure to do so shall be a 
Default under this Sub-Sublease.  The balance of the Security Deposit 
remaining at the end of the Sub-Sublease Term shall be returned after all of 
Sub-Subtenant's obligations have been fulfilled.

    10.  USE. Sub-Subtenant shall use and occupy the Sub-Subleased Premises 
for general office purposes and any other legally permitted non-retail uses 
compatible with a first class office building.  Sub-Subtenant shall use the 
Sub-Subleased Premises for no other purposes without the consent of 
Sub-Sublessor, which consent shall not be unreasonably withheld or delayed.

    11.  CONDITION OF SUB-SUBLEASED PREMISES; USE OF FACILITIES. Sub-Subtenant
is leasing the Sub-Subleased Premises "as is" and Sub-Sublessor has no
obligation to make any repairs to the Sub-Subleased Premises or to construct any
improvements therein for the benefit of Sub-Subtenant. In making and executing
this Sub-Sublease, Sub-Subtenant has relied solely on such investigations,
examinations and inspections as Sub-Subtenant has chosen to make or has made.
Sub-Subtenant acknowledges that Sub-Sublessor has afforded Sub-Subtenant the
opportunity for full and complete investigations, examinations, and inspections.
Notwithstanding the foregoing, in order to occupy the Sub-Subleased Premises,
Sub-Subtenant shall, at its sole cost and expense, construct demising walls and
prepare them in a finished condition consistent with Sub-Sublessor's existing
Subleased Premises, in order to separate Sub-Sublessor's remaining portion of
the Subleased Premises from the Sub-Subleased Premises.  Sub-Subtenant shall
have no obligation as a condition of this Sub-Sublease to make any repairs to
the Sub-Subleased Premises or to construct any other improvements in the Sub-


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Subleased Premises, except as otherwise may be required by the Main Lease. In 
connection with its construction of demising walls to separate the 
Sub-Sublessor's remaining portion of the Subleased Premises from the 
Sub-Subleased Premises, Sub-Subtenant shall not be responsible to restore the 
Subleased Premises to its original condition as one single office space. 

    Sub-Sublessor acknowledges that Sub-Subtenant desires to make additional 
improvements to the Sub-Subleased Premises and to demolish the customer 
service laboratory at the Sub-Subleased Premises at its sole cost and 
expense. Such additional improvements and demolition shall be subject to the 
consent of the Sub-Sublessor, and if required under the Main Lease and/or the 
Sublease, such additional improvements and demolition shall be subject to the 
consent of the landlord under the Main Lease and/or the Sublessor, 
respectively. Sub-Sublessor may withhold its consent if the landlord and/or 
the Sublessor withhold their respective consents. Sub-Sublessor agrees that 
it shall not unreasonably withhold or delay its consent to Sub-Subtenant's 
proposed improvements. Sub-Sublessor agrees to use its reasonable efforts to 
assist Sub-Subtenant in obtaining any required consents.

    12.  CONSENTS AND APPROVALS.  In any instance when Sub-Sublessor's 
consent or approval is required under this Sub-Sublease, Sub-Sublessor's 
refusal to consent to or approve any matter or thing shall be deemed 
reasonable if, INTER ALIA, such consent or approval has not been obtained 
from the landlord under the Main Lease or from the Sublessor under the 
Sublease.  Otherwise, Sub-Sublessor's consent or approval as required under 
this Sub-Sublease shall not be unreasonably withheld or delayed, except with 
respect to any use of the Sub-Subleased Premises which is not a permitted use.

    13.  NOTICES.  All notices, consents, approvals, demands and requests which
are required or desired to be given by either party to the other hereunder shall
be in writing and shall be either (a) personally delivered or (b) sent by United
States postal service, return receipt requested and postage prepaid or (c) by
nationally recognized overnight courier.  Notices, consents, approvals, demands
and requests which are served upon Sub-Sublessor or Sub-Subtenant in the manner
provided herein shall be deemed to have been given or served for all purposes
hereunder (i) on the date of delivery if personally delivered or sent by courier
service or (ii) on the date on which such notice, consent, approval, demand or
request shall have been mailed if mailed as aforesaid.  All notices, consents,
approvals, demands and requests given to Sub-Sublessor shall be addressed to
Sub-Sublessor at the address for Sub-Sublessor set forth above, Attention: Mr.
Steve Waszak, or at such other place as Sub-Sublessor may from time to time
designate in a notice given in accordance with the provisions of this Section. 
All notices, consents, approvals, demands and requests given to Sub-Subtenant
shall be addressed to Sub-Subtenant at the Sub-Subleased Premises, Attention:
Chief Financial Officer, or at such other place as Sub-Subtenant may from time
to time designate in a notice given in accordance with the provisions of this
Section.  All notices to landlord shall be addressed to landlord as set forth in
the Main Lease and all notices to the Sublessor shall be addressed to Sublessor
as set forth in the Sublease.

    14.  TERMINATION OF MAIN LEASE OR SUBLEASE.  If for any reason the term of
the Main Lease or the Sublease shall terminate prior to the expiration date of
this Sub-

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Sublease, this Sub-Sublease shall thereupon be terminated and Sub-Sublessor 
shall not be liable to Sub-Subtenant by reason thereof unless said 
termination shall have been effected because of the breach, default or 
voluntary surrender by Sub-Sublessor under the Sublease or this Sub-Sublease. 
If the landlord under the Main Lease or Sublessor under the Sublease 
wrongfully terminates or attempts to wrongfully terminate the Main Lease or 
the Sublease, as the case may be, Sub-Sublessor shall cooperate with 
Sub-Subtenant to keep the Main Lease and the Sublease in full force and 
effect.  Such cooperation shall include permitting Sub-Subtenant to bring or 
defend an action or proceeding in Sub-Sublessor's name (but at 
Sub-Subtenant's expense) in connection with such termination or attempted 
termination.

    15.  INSURANCE.  Sub-Subtenant shall maintain throughout the term of this 
Sub-Sublease the insurance required under the Main Lease.  All insurance 
maintained by Sub-Subtenant shall name Sub-Sublessor and the landlord under 
the Main Lease as additional insureds.  Sub-Subtenant shall deliver to 
Sub-Sublessor and the landlord under the Main Lease certificates of insurance 
issued by the carriers or their duly authorized agents prior to the 
Commencement Date.  Sub-Subtenant shall procure and pay for renewals of such 
insurance from time to time before the expiration thereof, and Sub-Subtenant 
shall deliver to Sub-Sublessor and the landlord under the Main Lease such 
renewal policies or certificates at least ten (10) days before the expiration 
of any existing policy.  All such policies shall meet the requirements in the 
Main Lease and shall be issued by companies of recognized responsibility 
licensed to do business in the State of California and all such policies 
shall contain a provision whereby the same cannot be canceled or modified 
unless Sub-Sublessor and the landlord under the Main Lease are given at least 
20 days' prior written notice by certified or registered mail of such 
cancellation or modification.

    16.  ESTOPPEL CERTIFICATES.  Sub-Subtenant and Sub-Sublessor shall, 
within ten (10) business days after receipt of each and every request by the 
other party hereto, execute, acknowledge and deliver to the party that made 
the request a statement in writing (a) certifying that this Sub-Sublease is 
unmodified and in full force and effect (or if there have been modifications, 
that the same is in full force and effect as modified and stating the 
modifications), (b) specifying the dates to which the Basic Rent and 
Operating Expenses (as defined in the Main Lease) have been paid, (c) stating 
whether or not, to the best knowledge of the party signing same, 
Sub-Sublessor or Sub-Subtenant is in default in performance or observance of 
its obligations under this Sub-Sublease, and, if so, specifying each such 
default, (d) stating whether or not, to the best knowledge of the party 
signing same, any event has occurred which with the giving of notice or 
passage of time, or both, would constitute a default by Sub-Sublessor or 
Sub-Subtenant under this Sub-Sublease, and, if so specifying each such event, 
and (e) stating whether Sub-Subtenant has exercised any option(s) to extend 
the term of this Sub-Sublease, and, if so, specifying each such extension.  
Any such statement delivered pursuant to this Section may be relied upon by 
any prospective assignee or transferee of the leasehold estate
under the Main Lease or the subleasehold estate under this Sub-Sublease.

    17.  ALTERATIONS.  Sub-Subtenant shall not make, cause or permit the making
of any alterations, addition, change, replacement, or installation in or to the
Sub-Subleased Premises without obtaining the prior consent of the Sub-Sublessor
(which shall not be 


                                          8
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unreasonably withheld or delayed) and Sub-Subtenant will be required to obtain
the consent of the landlord under the Main Lease in each instance if required
under the Main Lease.

    18.  RIGHT TO CURE SUB-SUBTENANT'S DEFAULTS.  If Sub-Subtenant shall at 
any time fail to make any payment or perform any other obligation of 
Sub-Subtenant hereunder, then Sub-Sublessor shall have the right, but not the 
obligation, after 10 days' notice to Sub-Subtenant, or without notice to 
Sub-Subtenant in the case of any emergency, and without waiving or releasing 
Sub-Subtenant from any obligations of Sub-Subtenant hereunder, to make such 
payment or perform such other obligation of Sub-Subtenant in such manner and 
to such extent as Sub-Sublessor shall deem necessary, and in exercising any 
such right, to pay any incidental costs and expenses, employ attorneys, and 
incur and pay reasonable attorneys' fees.  Sub-Subtenant shall pay to 
Sub-Sublessor within five (5) days after receipt of demand all sums so paid 
by Sub-Sublessor and all incidental costs and expenses of Sub-Sublessor in 
connection therewith, together with interest thereon at the rate of one and 
one-half percent per calendar month or any part thereof or the then maximum 
lawful interest rate, whichever shall be less, from the date of the making of 
such expenditures.

    19.  BROKERAGE.  Sub-Subtenant and Sub-Sublessor each represents to the 
other that it dealt with no broker or other person in bringing about this 
Sub-Sublease other than Creative Spaces and The Kaufman Group (collectively, 
"Brokers"), and each party hereto shall pay, and shall indemnity, defend and 
hold harmless, the other party from and against, any loss, liability, damage, 
cost and expense (including, without limitation, reasonable attorneys' fees) 
in connection with (a) any claims made by any other broker or other person 
for a brokerage commission, finder's fee, or similar compensation, by reason 
of or in connection with this Sub-Sublease if such other broker or other 
person claims to have had dealings with the indemnifying party and/or (b) the 
enforcement of the indemnified party's rights under this Section.  
Sub-Sublessor, at its sole cost and expense, shall pay the Brokers' 
commissions in connection with this Sub-Sublease pursuant to separate 
agreements.

    20.  ARBITRATION.  In the event of a dispute under this Sub-Sublease or any
exhibit hereto (except as to Basic Rent, unless such dispute involves Basic Rent
as a corollary to such dispute), either party may, but shall not be required to,
refer such dispute to arbitration.  Such arbitration shall be conducted in
accordance with the procedures specified in the Main Lease, which are hereby
incorporated herein by reference.

    21.  NO WAIVER.  The failure of Sub-Sublessor or Sub-Subtenant to insist in
any one or more cases upon the strict performance or observance of any
obligation of Sub-Subtenant or Sub-Sublessor hereunder or to exercise any right
or option contained herein shall not be construed as a waiver or relinquishment
for the future of any such obligation of Sub-Subtenant or Sub-Sublessor or any
right or option of Sub-Sublessor or Sub-Subtenant.  Sub-Sublessor's receipt and
acceptance of Basic Rent, or Sub-Sublessor's acceptance of performance of any
other obligation by Sub-Subtenant, with knowledge of Sub-Subtenant's breach of
any provision of this Sub-Sublease, shall not be deemed a waiver of such breach.
No waiver by Sub-Sublessor or Sub-Subtenant of any term, covenant or condition
of this Sub-


                                          9
<PAGE>

Sublease shall be deemed to have been made unless expressed in writing and
signed by Sub-Sublessor or Sub-Subtenant, as the case may be.

    22.  COMPLETE AGREEMENT.  There are no representations, warranties,
agreements, arrangements or understandings, oral or written, between the parties
or their representatives relating to the subject matter of this Sub-Sublease
which are not fully expressed in this Sub-Sublease.  This Sub-Sublease cannot be
changed or terminated orally or in any manner other than by a written agreement
executed by both parties.

    23.  SUCCESSORS AND ASSIGNS.  The provisions of this Sub-Sublease, except 
as herein otherwise specifically provided, shall extend to, bind and inure to 
the benefit of the parties hereto and their respective personal 
representatives, heirs, successors and permitted assigns.  In the event of 
any assignment or transfer of  Sub-Sublessor's interest in the leasehold 
estate under the Sublease, the transferor or assignor, as the case may be, 
shall be and hereby is entirely relieved and freed of all obligations under 
this Sub-Sublease arising after the date of such assignment or transfer.  No 
such assignment by Sub-Sublessor shall be effective unless and until the 
transferee assumes in writing all of Sub-Sublessor's obligations under this 
Sub-Sublease.

    24.  THIRD PARTY CONSENTS.  This Sub-Sublease shall have no effect until 
the landlord under the Main Lease and the Sublessor under the Sublease shall 
have each given its written consent hereto.  If the landlord under the Main 
Lease or the Sublessor under the Sublease does not give its consent to this 
Sub-Sublease for any reason whatsoever on or before  thirty (30) days after 
the date of execution hereof by Sub-Sublessor, then either party may cancel 
this Sub-Sublease by notice given to the other party. Sub-Sublessor shall 
promptly return to Sub-Subtenant the Security Deposit and the amount paid by 
Sub-Subtenant upon the execution of this Sub-Sublease for the payment of the 
first full monthly installment of Basic Rent and the parties hereto shall 
have no further obligation or liability hereunder.

    25.  NO THIRD PARTY BENEFICIARY.  None of the provisions of this 
Sub-Sublease shall be construed to accrue to the benefit of, or be 
enforceable by, any third party, other than the landlord under the Main Lease 
or the Sublessor under the Sublease.

    26.  INTERPRETATION.  Irrespective of the place of execution or 
performance, this Sub-Sublease shall be governed by and construed in 
accordance with the laws of the State of California.  If any provision of 
this Sub-Sublease or the application thereof to any person or circumstances 
shall, for any reason and to any extent, be invalid or unenforceable, the 
remainder of this Sub-Sublease and the application of that provision to other 
persons or circumstances shall not be affected but rather shall be enforced 
to the extent permitted by law. The captions, headings and titles, if any, in 
this Sub-Sublease are solely for convenience or reference and shall not 
affect its interpretation.  This Sub-Sublease shall be construed without 
regard to any presumption or other rule requiring construction against the 
party causing this Sub-Sublease to be drafted.  If any words or phrases in 
this Sub-Sublease shall have been 


                                          10
<PAGE>

stricken out or otherwise eliminated, whether or not any other words or words 
or phrases so stricken out or otherwise eliminated.  Each covenant, 
agreement, obligation or separate and independent covenant of the party bound 
by, undertaking or making same, not dependent on any other provision of this 
Sub-Sublease unless otherwise expressly provided.  All terms and words used 
in this Sub-Sublease shall mean a natural person or persons, a partnership, a 
corporation or any other form of business or legal association or entity.

    27.  REPRESENTATIONS.  Sub-Sublessor represents and warrants that:

    (a)  the Main Lease consists of the instruments listed on EXHIBIT B, copies
of which are attached to the Sublease, and is in full force and effect, has not
been further modified or amended, and, to the best knowledge of Sub-Sublessor,
there exists under the Main Lease no default or event of default, nor has there
occurred any event which, with the giving of notice or passage of time or both,
could constitute such a default or event of default;

    (b)  the Sublease attached hereto is a complete copy of the Sublease and is
in full force and effect, has not been further modified or amended, and, to the
best knowledge of Sub-Sublessor, there exists under the Sublease no default or
event of default, nor has there occurred any event which, with the giving of
notice or passage of time or both, could constitute such default or event of
default;

    (c)  to the best knowledge of Sub-Sublessor, there is no pending
termination of the Main Lease.  Sub-Sublessor will notify Sub-Subtenant promptly
if it becomes aware of any impending termination of the Main Lease; 

    (d)  there are no pending or threatened actions, suits or proceedings
before any court or administrative agency against Sub-Sublessor or, to the best
of Sub-Sublessor's knowledge, against landlord or Sublessor which could, in the
aggregate, adversely affect the Sub-Subleased Premises or any part thereof or
the ability of landlord to perform its obligations under the Main Lease or of
Sublessor to perform its obligations under the Sublease or of Sub-Sublessor to
perform its obligations under this Sub-Sublease, and Sub-Sublessor is not aware
of any facts which might result in any such actions, suits or proceedings; 

    (e)  Sub-Sublessor has not received any written notice from any insurance
company of any defects or inadequacies in the Sub-Subleased Premises or any part
thereof which could adversely affect the insurability of the Sub-Subleased
Premises or the premiums for the insurance thereof;

    (f)  Sub-Sublessor has not received any written notice from any
governmental entity that the Sub-Subleased Premises are in violation of any
applicable laws; and

    (g)  Mr. Steve Waszak has not been informed by employees or contractors of
Sub-Sublessor that asbestos has been discovered in the Sub-Subleased Premises
during Sub-Sublessor's tenancy in the Sub-Subleased Premises, and Mr. Steve
Waszak has made no


                                          11
<PAGE>

independent investigation or inquiry into the presence of asbestos in the 
Sub-Subleased Premises.

    35.  AMENDMENT OR MODIFICATION.  Sub-Sublessor and Sublessor shall not 
amend or modify the Sublease in any way so as to materially or adversely 
affect Sub-Subtenant or its interest hereunder or in the Sub-Subleased 
Premises, materially increase Sub-Subtenant's obligations hereunder or 
materially restrict Sub-Subtenant's rights hereunder, without the prior 
written consent of Sub-Subtenant, which shall not be unreasonably withheld or 
delayed.

    36.  QUIET ENJOYMENT; RIGHT TO CURE.  Sub-Subtenant shall peacefully 
have, hold and enjoy the Sub-Subleased Premises, subject to the terms and 
conditions of this Sub-Sublease, provided that Sub-Subtenant pays all Basic 
Rent and additional rent owing under the Main Lease (and performs all of 
Sub-Subtenant's covenants and agreements contained herein. In the event, 
however, that Sub-Sublessor defaults in the performance or observance of any 
of Sub-Sublessor's obligations hereunder or under the Sublease, then 
Sub-Subtenant shall give Sub-Sublessor notice specifying in what manner 
Sub-Sublessor has defaulted, and if such default shall not be cured by 
Sub-Sublessor within thirty (30) days thereafter (except that if such default 
cannot be cured within said thirty (30)-day period, this period shall be 
extended for an additional reasonable time, provided that Sub-Sublessor 
commences to cure such default within such thirty (30)-day period and 
proceeds diligently thereafter to effect such cure as quickly as possible), 
then, upon the passage of five (5) business days after the date of a second 
written notice from Sub-Subtenant of the default, if Sub-Sublessor has failed 
to so cure, in addition, Sub-Subtenant shall be entitled, at Sub-Subtenant's 
option, to cure such default and promptly collect from Sub-Sublessor 
Sub-Subtenant's reasonable expenses in so doing (including, without 
limitation, reasonable attorneys' fees and court costs).  Sub-Subtenant shall 
not be required, however, to wait the entire cure period described herein if 
earlier action is required to comply with the Main Lease or with any 
applicable governmental law, regulation or order.  Sub-Sublessor shall 
provide copies to Sub-Subtenant of all notices received from landlord 
pursuant to the Main Lease and from Sublessor pursuant to the Sublease.

    38.  TERMINATION OF SUBLEASE BY SUB-SUBLESSOR.   Sub-Sublessor shall not
voluntarily terminate the Sublease during the Sub-Sublease term unless and until
Sublessor has agreed in writing to continue this Sub-Sublease in full force and
effect as a direct lease between Sublessor and Sub-Subtenant upon and subject to
all of the terms, covenants and conditions of this Sub-Sublease for the balance
of the term hereof.  If Sublessor so consents, Sub-Subtenant shall attorn to
Sublessor in connection with any such voluntary termination and shall execute an
attornment agreement in such form as may reasonably be requested by Sublessor;
provided, however, that the attornment agreement does not materially adversely
affect the use by Sub-Subtenant of the Sub-Subleased Premises in accordance with
the terms of this Sub-Sublease, materially increase Sub-Subtenant's obligations
under this Sub-Sublease or materially decrease Sub-Subtenant's rights under this
Sub-Sublease.  If this Sub-Sublease terminates as a result of Sub-Sublessor's
default under the Sublease, then, so long as Sub-Subtenant is not then in
default beyond any applicable cure period under the terms of this Sub-Sublease,
this Sub-Sublease shall continue in full force and effect as a direct lease
between 

                                          12
<PAGE>

Sub-Subtenant and Sublessor, upon and subject to all of the terms, covenants and
conditions of the Sub-Sublease for the balance of the term hereof.  In such
event, Sub-Subtenant shall attorn to Sublessor as set forth in this Section 38.

    39.  WAIVER OF SUBROGATION.  Landlord and Sublessor expressly agree that
the provisions of Section 18.4 of the Main Lease regarding waiver of rights of
subrogation shall be extended to and be between landlord and Sub-Subtenant and
Sublessor and Sub-Subtenant.

    40.   PARKING.  Sub-Subtenant shall have the non-exclusive use of up to
forty-eight (48) parking spaces in the Building's parking lot at prevailing
rates offered by the landlord under the Main Lease.

    41.  COUNTERPARTS.  This Sub-Sublease may be executed in counterparts, each
of which, when taken together as a whole, shall constitute one (1) original
document. 


                                          13
<PAGE>

IN WITNESS WHEREOF, Sub-Sublessor and Sub-Subtenant have hereunto executed this
Sub-Sublease as of the day and year first above written.

SUB-SUBTENANT:                    TSN, L.L.C.,
                                  a California Limited Liability Company

                                  By: 
                                         ----------------------------------
                                  Title:                                   
                                         ---------------------------------

SUB-SUBLESSOR:                    RETIX,
                                  a California corporation

                                  By:
                                       ------------------------------------
                                                                        
                                  Title:                        
                                         ---------------------------------


                                          14
<PAGE>


                                     EXHIBIT A-1


                                SUB-SUBLEASED PREMISES

<PAGE>

                                     EXHIBIT A-2

                                 FURNITURE INVENTORY
<PAGE>


                                      EXHIBIT B

                                MASTER LEASE DOCUMENTS

                                           
<PAGE>

                          ADDENDUM TO SUB-SUBLEASE AGREEMENT
                                           

    This Addendum to Sub-Sublease Agreement (this "Addendum") dated as of 29th
day of August, 1997, for reference purposes only, is made between Retix, a
California corporation ("Sub-Sublessor") and TSN, L.L.C., a California limited
liability company ("Sub-Subtenant"). Capitalized terms not otherwise defined
herein shall have the meanings ascribed to such terms in the Sub-Sublease to
which this Addendum is attached.  The terms and conditions of this Addendum
shall be incorporated into the Sub-Sublease.  To the extent any inconsistencies
exist between this Addendum and the Sub-Sublease, this Addendum shall control.

    1.   BASIC RENT.  Concurrently with the execution of this Addendum and in 
lieu of any Basic Rent payable to Sub-Sublessor under SECTION 8 of 
Sub-Sublease for the first (1st) month of the term of this Sub-Sublease, 
Sub-Subtenant shall pay to Sub-Sublessor the amount of (Retix proprietary 
information withdrawn) as Basic Rent for that portion of the month of 
September that excludes Sub-Subtenant's "free rent" period as set forth in 
said SECTION 8 (i.e., 9/21/97 through and including 9/30/97).  In the event 
that the Commencement Date occurs after September 6, 1997 (the "Target 
Commencement Date"), Sub-Subtenant shall receive a credit against Basic Rent 
for the month of October in an amount equal to (Retix proprietary information 
withdrawn) for each day after the Target Commencement Date during the month 
of September that the Commencement Date fails to occur up to a total credit 
of (Retix proprietary information withdrawn).

    2.   ASBESTOS.  Sub-Sublessor acknowledges that Sub-Subtenant desires to
make certain tenant improvements to the Subleased Premises as set forth in
SECTION 11 of the Sub-Sublease.  In the event that Sub-Subtenant, in
constructing such tenant improvements, discovers the existence of ACM (as
defined in the Main Lease) within the Subleased Premises, permit Landlord's
contractors, pursuant to Exhibit D of the Main Lease, to handle the ACM subject
to SECTION 4 of the Sub-Sublease.  Sub-Sublessor shall use its reasonable
efforts to cause the Sublessor to enforce its rights against the Landlord to
remediate the ACM at no cost to Sub-Subtenant pursuant to the applicable terms
and conditions of the Sublease, including, but not limited to, Section 33
thereof.

    3.   REPRESENTATION.  Sub-Sublease SECTION 27(g) is hereby deleted and the
following is inserted in its place:  Sub-Sublessor represents and warrants that
it has no actual knowledge of any ACM located in the Sub-Subleased Premises nor
has received any written notice from any governmental entity that the Subleased
Premises contains ACM.  For the purposes of this SECTION 3, Sub-Sublessor's
knowledge and receipt of notice shall be limited to the actual knowledge of or
receipt by Mr. Steve Waszak, without any independent investigation or inquiry.

    4.   Counterparts.  This Addendum may be executed in counterparts, each of
which, taken together as a whole, shall constitute one original document.


<PAGE>


    IN WITNESS WHEREOF, Sub-Sublessor and Sub-Subtenant have hereunto executed
this Addendum as of the date and year first above written.


                                  TSN, L.L.C. a California limited
                                  liability company


                                  By: 
                                        ----------------------------------

                                  Name: 
                                        ----------------------------------

                                  Title:
                                        ----------------------------------



                                  RETIX, a California corporation


                                  By:  
                                        ----------------------------------

                                  Name: 
                                        ----------------------------------

                                  Title: 
                                        ----------------------------------